Spider-Girl Avenger
by Spidey108
Summary: Penelope Parker was your typical teenage girl before a random spider bite gifted her with extraordinary powers now she cleans up the streets as Spider-Girl before a mass breakout happens forming the Avengers. Will she stay with the team or stay solo? One things for sure, nothing will ever be the same again. Rated T for language and suggestive content. Might be M later on. FEMPeter


My name is Penelope Parker and I am a fourteen year old teenager who is also the Spectacular Spider-Girl.

I used to be a normal teenager who lived with her Aunt May and Uncle Ben after her parents Richard and Mary Parker died in a plane crash at the age of three and I am supposedly the geek of the school due to my straight A's and habit of wearing glasses.

I was extremely useless in anything that wasn't academic until that fateful field trip to Oscorp Industries where I was bit by a random radioactive spider… That's right you heard me, I said radioactive spider.

Truthfully, I don't know why it happened to me or how the hell it's possible but after that happened I felt so bad that I thought that I was going to die… In a way I did and I was reborn.

What really happened was that my DNA was changed to resemble a human-spider hybrid where I could crawl up walls with my bare feet and hands, and I had enhanced strength and reflexes… I was way more flexible than I was before. Plus I had some sort of sixth sense that would warn me of danger… A buzzing in my skull if you would.

Deciding to take advantage of this I put on a mask and participated in a Wrestling Match against the famed Crusher Hogan and won money. A few nights later with my wrestling career my boss was robbed and he yelled at me for not stopping the guy.

My response was. "I'm not a cop; I'm only looking out for number one."

… Later that night the very same crook killed Aunt May and Uncle Ben so I hunted him down and beat the living crap out of him nearly killing him but I stopped when I remembered a phrase that Uncle Ben told me which was made by my dad.

'_With Great Power Comes Great Responsibility._'

It was because I was selfish that Aunt May and Uncle Ben died so I made a choice to help others after making a red and blue costume becoming Spider-Girl, since Spider-Woman was already taken, and I took the fight against crime to the streets fighting muggers and gang bangers who take advantage of others… Some call me a vigilante, while others call me a menace.

I just don't care because I helped people and I did it myself.

Until a certain day happened.

_**Chapter 1: The Breakout**_

Penelope was working inside of a room in the sewers that she found a while ago and she took it as a secret base dubbing it the 'Spider's Nest'… Yeah it could be better, but hey it's pretty good. Due to her Aunt and Uncle's death Social Services were looking to move her out of New York so she made Penelope Parker scarce and only came out as Spider-Girl.

It's been a month since her family was killed and right now she was working on something that had to do with a certain adhesive bond formula that her dad made and she memorized it before he died so right now she was working on a metal looking bracelet.

"Almost… There!" Penelope was happy as she put it on before pressing two fingers down as a strand of white webbing shot out. "Now Spider-Girl has webs!" This was by far the coolest thing that she has ever made as she got to work on the second one.

It took Penelope a month to make the first web shooter as she's calling it and the first few attempts literally blew up in her face with webbing attached to it. Now that the first one was made, the second one would be easy and she was planning on making some back-ups just in case.

Deciding to listen to music to pass the time Penelope turned on the old radio she took from the local dump and fixed… You would be amazed by the parts that people threw away and the money they dropped.

The news reported something about a serial killer named Cletus Kassidy being on the loose or as he's dubbed Carnage for some weird reason but Penelope ignored it for now.

"I should really get someone to help me out with this." Penelope made a joke as she stretched exhausted a bit after finishing the second web shooter. "But maybe I should go on a patrol. It's only eight in the evening."

Getting out of the sewers was pretty easy since she knew the place like the back of her hand and now Spider-Girl was jumping over rooftops as she looked through the alleyways to see if a crime was happening.

Truthfully it was a pretty dull evening as Spider-Girl finally sat on the edge of a building. "Man where is the action?" She muttered as she looked over a few buildings to see the entrance to Hell's Kitchen. "No way am I going there." Penelope remembered the rumors about a demon putting the hurt on criminals calling himself Daredevil, but it could just be some guy in a costume like she was.

Doesn't mean that she wants to test that theory though.

Pulling one leg up to her chest while the other was swinging over the edge Spider-Girl looked up to watch the stars because of how beautiful they were before she heard a scream.

"That's my cue!" Spider-Girl took off only to nearly throw up when she saw a dead woman with a man with blood red hair carrying a bloodied knife laughed as he carved the dead body. "My God."

The man looked over before giving an insane grin. "Another victim? You shouldn't have."

"Stand down." Spider-Girl ordered feeling sick because she hasn't seen anything like this before.

"Why?" The man asked taking a step forward. "I'm only being alive, have you any idea how good it feels to carve through warm flesh with a cold blade young lady?"

Spider-Girl narrowed her eyes in anger as she used her new web shooters to knock the knife out of his hand. "You're that Carnage killer aren't you?"

Cletus laughed insanely. "So you know who I am? Are you a fan perhaps?"

"Nah, I'm just a person doing their fair share of charity in terms of keeping garbage like you off the streets." Spider-Girl jumped forward as she spoke. "I'm sorry to say you missed the garbage truck yesterday, so why don't we fix that and put you in the dumpster?"

Cletus turned out to be a better fighter than the usual street thugs that Spider-Girl fights as he pulled out a switch blade managing to scratch her arm. "Warm blood." He said as he licked the blade creeping Spider-Girl out.

"You just reached a new point of insanity." Spider-Girl said trying not to shiver in disgust before shooting two web strands at him but they missed hitting a trash can. '_I need to work on my aim._' Spider-Girl mentally groaned.

Cletus laughed. "You are truly a remarkable creature young lady."

That was when Spider-Girl got an idea as she pulled back on the webbing making the trash can smack into Cletus knocking him down where she proceeded to webbing his hands and feet together.

"Ooh so you're into the whole tying people up are you?" Cletus laughed at his joke.

"… That just sounded so wrong." Spider-Girl muttered as she hung him from a light pole and took off. '_At least this maniac is off the streets._'

Nothing else happened after that so she got back to the Spider-Nest and collapsed on a mattress she brought there falling asleep immediately.

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"_Tracking signal located… Location the Turlock Mountain Range in Slovakia._" A computerized voice said.

A man answered back, "Switch to Infrared." He could see some sort of bubble that was made of pure energy, "Got them."

Down there were people in oversized yellow suits along with a woman with long black hair and purple battle armor, "Just tell us Latveria's needs Miss Varbartmis and A.I.M can supply you with anything you desire." He gestured to his left, "With any one of our weapons, you can crush an army."

To prove their point they shot a weapon that caused massive destruction.

The woman smirked until a voice spoke up.

"Well good thing I didn't bring an army than." There was a sound of an engine and a figure landed creating a dust cloud. After a bit it cleared to show a robotic suit of red and gold armor with a round blue light coming out of the chest area, "Wow some kind of sale you have going on here, a lot of neat stuff." Then he scanned them all, "Unfortunately a lot of it has my name on it."

In response to that A.I.M fired their weapons at Iron Man who put up a blue energy shield in response.

"You know, for calling yourselves the Advanced Idea Mechanics, that was a really bad idea." He shot a sonic weapon out of the hole on his chest destroying A.I.M's weapons and they fell easily before Iron Man looked at the woman who was glaring at him, "Give your master a message for me, buyer beware you steal my tech you answer to me, even him."

The woman's glare darkened before she walked off and Iron Man relaxed before he made a call.

"Jarvis, contact the Vault. Let them know they're about to get a few new guests." He looked at all of the guys knocked out.

"_Very well sir!_" Then Jarvis brought something up, "_Also Miss Potts called, she wished to know if you were still going to play at being Superhero or if you were going to come to the office to do some actual__ work._" Iron Man smirked at that before he took off.

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A young man with a mullet of brown hair walked past cells as criminals were cursing at him until he came to one with a shirtless man who needed to shave and wore stretchy purple pants with rips where the knees come in with both his hands and feet restrained.

"And how are we today Bruce?" He asked as he looked through his clipboard, "No episodes in the last thirty-six hours I see."

Bruce Banner looked at the man, "This is a disaster waiting to happen Lenard."

Lenard rolled his eyes, "I told you again and again Bruce we'll find a cure for the Hulk." He looked at Bruce's X-Ray's, "The Cube is the most advanced Gamma Radiation Research Facility on the Planet. The work we've done with Sterns and Bolonski is-."

Bruce shook his head and interrupted him, "You're wrong!" Lenard gave him a look, "SHIELD and Ross are lying to you they don't want cures they want to know how to control these monsters." When Lenard didn't say anything Bruce continued, "Trust me, I have seen it happen, they will twist everything you do. You want to know what the Cube is really about. It's a Gamma Bomb ready to go off."

Lenard wrote something down, "Sorry you feel that way Bruce." With that he left the cell while Bruce was waiting for the timer to reach zero.

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A man with long blonde hair was waiting on top of one of the buildings in full Viking Gear wielding a giant Hammer when a portal opened behind him and another man with blue and silver armor walked out, "Hail Thor Odinson!"

Thor smiled, "Hail Baldur the Brave!" They grasped shoulders, "What brings Asgard's shining light to Midgard?"

At that Baldur's face fell a bit and Thor narrowed his eyes suspecting something else going on.

"Or is the better question, whom sent you?" He already knew the answer though.

"Your father has entered the Odin Sleep but before he faded to dream he has asked me to bring you home." Baldur explained, "To guard Asgard while Odin replenishes his energy."

Thor turned away from him to watch the city, "Nay."

After a second Baldur looked over the city with him, "Thor, you are like a brother to me. We have fought wars together, but I do not understand your connection to this place."

"Here I can make a difference." When Baldur looked at Thor he elaborated, "In Asgard, the endless cycle of fighting. It is meaningless, on Earth everything matters. I am needed here Baldur."

Then there were sirens and they both looked down, "Troll?" Baldur asked in confusion and Thor smirked a bit

"Nay Baldur just someone who needs help." He flew down there leaving Baldur to return to Asgard.

A nurse in a blue uniform with brown hair was patching a guy up, "Good news is that you're going to live." Then she looked over at the car, "Bad news… You better get used to taking the Subway."

As she said that there was the sound of screeching tires and a car swerved out of control and flew towards them when Thor kicked it down saving their lives.

"Are you alright Jane Foster?" Thor asked in concern.

Jane let out a sigh of relief, "I-I yeah," Then she realized something, "Hey are you following me?"

Thor got nervous and found his Hammer Mjolnir interesting, "Perhaps… You intrigue me, mortal lives they're so fragile." They didn't notice the airbag going off on a woman in the background as she tried to get out of her car, "Yet you do not seem to accept that."

"Would you?" Jane asked in confusion.

Thor thought about that before smiling, "Nay."

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Penelope groaned as she got up before leaving the Spider-Nest with her costume on underneath her street clothes. "Man I'm hungry." She complained as she walked to the surface. "I guess fighting serial killers can really work up an appetite."

Chuckling she made it to the local Café where she ordered a sandwich before she heard an interesting conversation behind her.

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Iron Man was flying while carrying a ship full of A.I.M prisoners when a voice spoke into his radio, "Iron Man this is Vault Security, you are clear for landing." As Iron Man landed SHIELD agents ran in and took the prisoners.

One agent stayed with Iron Man, "Thanks, A.I.M's been a thorn in SHIELD's side for a long time."

Iron Man gave him a look, "Yeah well helping SHIELD is not on my to-do list." He explained, "These guys are dangerous and they had my tech so I took them down, end of story."

The agent sighed, "Yeah well since you're here I need to talk with you, we had an incident last week."

"Did Fury put you up to this?" Iron Man asked before he got any further.

The agent shook his head, "No this isn't about weapons this is about containment, keeping people safe."

"Okay, schedule something with Pepper, whatever it is I'm sure it can wait a day." With that Iron Man took off.

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On the SHIELD Helicarrier above New York was the Big House which had to be the world's smallest super villain prison in the world.

A man with hazel colored hair in a red suit and white lab coat was outside one of the cells, "I wanted to ask you a question mister uh…"

"Mad Thinker Wilson face." The man had machine parts operating in the back of his head.

"Okay… SHIELD monitored the conversation you had with Whirlwind." The man said, "You said that something was going to happen? We would like to know what."

Mad Thinker chuckled, "Can you not feel it Ant Man?" He asked sarcastically, "The better question is not what but when?"

Ant Man began to write something down.

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Two women were walking down the hallway, "Director Fury's offer was very serious Wasp." A dark skinned woman said to a white woman that wore a yellow and black uniform with wings on the back.

"Hank- uh Ant Man is against it." She said hesitantly.

"What do you think?" The other woman asked.

"I want to help, I want to do more." Wasp decided.

"SHIELD will let you do more." She said as another woman with long red hair walked by them.

"Who's that?" Wasp asked.

"That's classified." The woman said darkly.

Wasp glared at her, "Ugh on second thought SHIELD might be a little too dramatic for me everything's always so mysterious." The lights went off and flickered on and off before the back-up came on, "Kind of like that." She said with a glare.

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As Ant Man finished writing his notes down he noticed that the force fields were going down and the villains were walking out, "Oh no."

Mad Thinker looked at him with a smile, "Boom." He joked.

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On the Bridge Commander of SHIELD Nick Fury was giving orders as the alarms went off, "Someone get the engineers and tell them to keep us in the air! And shut that damn alarm off!"

It was turned off as a SHIELD agent approached Fury, "Director Fury a report just came in from the Vault-."

Fury cut him off, "Does it look like I have time for this Quartermain?"

Agent Quartermain grabbed Fury's arm, "Listen to me, automated reports are coming in from the Vault and the Cube! Their systems have gone offline and no one is responding from down in the Big House, something is seriously wrong!"

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Wasp shot down a super villain who had a SHIELD Agent captive, "This is crazy, how did this happen?!" She asked Maria Hill.

Hill kept running, "It doesn't matter! Right now we have to get to the bridge!"

Wasp stopped flying, "**NO!** Ant Man was in the Big House when the explosion happened, he was with all the Super Villains we have to help him now!"

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"_Incoming, call from Potts, Pepper!_" Jarvis said and Iron Man answered it.

"Pepper, guess who I ticked off this morning, here's a hint, his name rhymes with boom!" Tony smirked at his joke until Pepper started to talk in a panic.

"Tony, something has happened to the SHIELD Helicarrier, there was an explosion on it. Tony it's bad." Tony narrowed his eyes and was about to ask what happened before Jarvis spoke up.

"_Sir there appears to be a problem at the Vault, they have stopped transmitting Data._"

Iron Man got serious, "Alright, Pepper keep monitoring the Helicarrier Situation, I'm going to check on something here." He turned back around towards the Vault to see what the problem was.

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"So your Dad, he sleeps for a week?" Penelope turned around to see Jane Foster a nurse who helped her out when she was injured before her family was killed talking to the hero known as Thor, the Norwegian God of Thunder.

'_Wow, this is something you don't see every day._' Penelope thought as she ate her sandwich

Thor nodded solemnly, "The Odin's Sleep, once a year he replenishes his power which in turn gives life to Asgard."

"Wow… Must be some sleep." Jane commented and Penelope silently agreed.

"Aye it is but during its time Asgard is vulnerable to attack." He looked to his left to see a little kid looking at him with a confused expression as he held up a spoon and the kid's expression made Penelope smile a bit.

Jane brought up a question, "So why aren't you there?"

"That seems to be a popular question." Thor admitted, "It is… Complicated."

Jane raised an eyebrow, "Really? Because it sounds like you're just mad at your dad." She said with a smile, "There's nothing less complicated than that."

"The mortals, you-." Thor coughed before crossing his arms, "I am needed here!"

"You know, we have managed to survive okay." She said calmly, "We have Police, Firemen, Paramedics even a few Superheroes of our own, take the week off and go see your family, Earth will still be here when you get back."

Thor thought about that before an explosion caught his attention right as Penelope's Spider-Sense went off, so he turned to see smoke rising from beyond some buildings, "What was it you said about the Earth still being here?" He asked with a raised eyebrow.

Jane blinked, "Touché."

Thor twirled Mjolnir around before he took off into the air towards where the explosion was.

Penelope left money on the counter before she took off down an alley changing to her costume.

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Gamma Radiation Levels were raising as Lenard coughed and moved his way through the building towards Bruce's cell to see him trapped underneath collapsed rubble.

But his hair was green as Bruce saw him, "Oh no. **NO!** Lenard, listen to me, you have been exposed to Gamma Radiation!" Lenard started to dig Bruce out, "We have to get you to a Hospital!"

Lenard coughed in pain, "You were right, the prisoners, they're all free."

Bruce thought about that, "Then that means the Hulk is our only hope to get out of here alive."

As Lenard got to the last piece of rubble it was so heavy that his muscles grew until he lifted it above his head and threw it through the wall.

But then he was electrocuted, causing a lightning bolt scar to go through his left eye and Bruce glared behind him at the yellow being of energy, "Zzaxx!"

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Ant Man was punched by a monkey in tights named Mandrill but he grabbed the ledge before he could fall and as he tried to pull himself up a snake like man wrapped around him but he focused on Mandrill, "This is really disappointing Mandrill and you have come so far in your counseling."

As Mandrill lunged Ant Man shrunk causing him to hit the Snake before coming back to normal size, he might be a Pacifist but he knew that he needed to fight to survive at the moment.

Then he looked up to see the Griffin flying towards him, "Aw nuts." He got out before he tried to shrink again but Griffin attacked him and he was falling what looked like several feet at his size so he turned back before he became a smear on the floor and he rolled out of the way as Griffin landed behind him before a pile of rubble landed on him.

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Luckily the Helicarrier made it to the Bay and landed in the water and Fury sighed, "That's one headache out of the way." He muttered, "Someone tell me what the situation is in the other prisons!"

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A guy in a purple uniform held a bow and trick arrow as he aimed at a woman with a whip that hasn't seen him when Iron Man broke through the ceiling, "Whiplash, Arrow guy!" Hawkeye eyes widened as Iron Man shot two energy blasts at them, "Say goodnight."

"Hey wait I'm not-!" Hawkeye dove out of the way before he could get hit.

He managed to get Whiplash before a huge block of ice smashed into him causing him to land on the floor, "Get up Stark we're not done yet!" Living Laser said as a man in an Eskimo costume and Whiplash walked up to him.

He sighed in annoyance, "All right guys, we know how this is going to end Super villain team up or not."

Living Laser roared and shot a laser beam at Iron Man hitting one of his joints causing him to fall to his knees to his shock before a giant fist grabbed his Faceplate.

'_Aw-Man, not Crimson Dynamo!'_ He thought as said Super Villain slammed him into the ground.

"Iron Man, long has the Crimson Dynamo waited for this moment."

"Okay this is a problem." Iron Man joked as Crimson Dynamo started to squeeze the helmet and he was starting to feel the pressure of it.

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Hill ran in, "Director Fury, the Big House is wide open sir!" She reported as Fury looked at her, "Prisoners are reported on all levels, "Our agents are fighting them but sir containment is at zero percent!"

"Forget about the Big House, our priority is the Raft!" He looked at a trash boat not too far from them and Hill's eyes widened in shock before she realized something.

"The Fourth Prison!"

Fury nodded, "Yes, it's where the most dangerous super villains are incarcerated."

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A man in a blue and silver shirt with long black hair and a very gruff beard woke up and floated with his eyes glowing silver, "**FURY!**" He roared as he woke up before looking around. "Where am I?" He asked before feeling his beard. "How long have I been here?"

He looked out his cell to see a man wearing purple royal clothes. "Longer than me and I have been imprisoned here for six years."

That statement just pissed the man off.

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Zzaxx was electrocuting Bruce at full power and he stopped thinking that Bruce was dead before he opened his eyes but they were green.

Immediately muscles appeared on Bruce and he started to get bigger and green his grunts becoming screams. In a second the Hulk was standing in front of Zzaxx before he lunged and pounded him into the ground.

In another room at the Cube a short green man was watching the videos of all the prisons, "Interesting, whatever occurred at the Cube seems to have occurred at the Vault and at the Big House as well."

A bald man wearing a white sleeveless T-Shirt spoke up, "Yeah it's a mystery, so how about we just get the hell out of here?" He suggested.

The small man looked at him, "Leave? Why would I ever leave here? This is where I am going to change the world." Then he heard the Hulk's screams getting close and he smirked, "Our old friend, Abomination! Absorbing Man, go deal with the Hulk once and for all!"

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Helicopters were leaving the Vault when one of the Agents contacted Iron Man, "Agent Wu to Iron Man all Agents are clear so get out of there!"

Iron Man was slammed into the floor, "Yeah I'm still working on that." He muttered.

Then the Eskimo guy got in his vision, "I remember when you put me away here Iron Man, I remember what I told myself I would do if I ever saw you again!"

Iron Man grunted under Crimson Dynamo's hand, "Let me guess, bore me to death?"

The guy touched his Face Plate and it started to freeze harming Iron Man when two arrows landed on Crimson Dynamo's back causing an explosion that scattered the Super Villains.

Iron Man flew at Crimson Dynamo tackling him into the wall before he contacted Jarvis, "Jarvis initiate takeover of all Vault Systems." With that he looked at Hawkeye who left.

'_Why did he help me?'_ He thought to himself as Jarvis spoke up.

"_Done! Your command sir?_"

"Begin Self Destruct sequence!" He flew off as Jarvis began to count down from ten, "**JUST SKIP TO ONE!**" With that he flew out of the roof as the building began to explode but the explosion affected his thrusters and he landed in the side of a mountain.

He shook his head.

"I'm going to need a new suit of armor after this." He muttered in pain.

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Ant Man was getting pummeled by Whirlwind before he fell on his back, then Whirlwind was taking his time walking towards him, "And then I'm going to find the Bug girl and tear her apart."

Ant Man glared down below where he saw the Griffin crawl out of a pile of rubble so he smirked as Whirlwind picked him up, "I would let you tell the Wasp yourself but you're about to get knocked out." With that he shrunk right as Griffin tackled Whirlwind.

He was falling until Wasp flew in and caught him, "So how's your day been?" She asked casually while Ant Man grimaced.

"Painful… But I don't think it's over yet." He muttered.

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Hulk put Lenard down before he raised his fist and punched right through the wall showing the Nevada Desert.

With that he turned only to be grabbed and thrown by Abomination right into a metal wall which wrapped around him and Absorbing Man smiled, "Payback time!"

Abomination ran at him but Hulk jumped up and he ran into Absorbing Man leafing Hulk to grab Lenard and leap out of the Cube.

Absorbing Man and Abomination were about to go after him when Stern's voice spoke up, "No, do not follow him. Let the Hulk go, we have work to do."

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Spider-Girl grimaced when she saw people running as what looked like a dumping boat that was connected to the ground in the air and she knew that she wouldn't be able to fight over the water but she saw some thugs taking advantage of the crisis and stealing so she jumped down there.

"I don't think so." Spider-Girl quipped as she kicked their butts before leaving them tied up.

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Thor narrowed his eyes as he saw a man levitating Nick Fury, "What do you want Hall?!" Fury asked in controlled anger.

"Oh I think you know Fury, I want to treat you to the same kindness that you've treated me, I'm going to take years off of your life!" Hall growled as he warped gravity around Fury making him grunt in pain, "On second thought why not take them all!"

Hall was enjoying himself so Thor threw his hammer knocking Hall back but he dropped Fury and the Raft but the Wasp came in and grabbed Fury by the scruff of his neck.

"Your power is impressive… For a mortal!" Thor said snidely.

"Fury called me Graviton, Fury knows." Growled Graviton.

"He knows I can control Gravity, I can do anything!" Graviton cracked his knuckles, "I'll crush Fury, I'll crush you and I'll show the world the power that I have!"

Thor smirked, "I think not villain, **HAVE AT THEE**!" He threw Mjolnir but Graviton waved a hand causing it to stop.

Then he blasted Thor back.

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Spider-Girl panted as she stopped another mugger in time to see Wasp put Fury down on the docks along with Ant Man.

"Anything you'd like to tell us Fury?" Ant Man asked in an angry voice.

"Not really." Fury told him before pressing his ear com. "SHIELD Command, this is Director Nick Fury and I am declaring an Omega level emergency, every SHIELD agent, every Hulk Buster Unit and the Armed Forces are now under my direct control."

Spider-Girl blinked in shock under her mask. '_Damn he has a lot of power._'

"Wow." Wasp looked at Ant Man. "Nick Fury is actually worried."

"Who is he?" Ant Man asked.

Fury sighed. "Doctor Franklin Hall."

"The Physicist?" Ant Man asked in shock as he walked up his metal helmet coming off. "No one's heard from him in years, not since he joined SHIELD. What happened to him?"

"That's classified."

At that point Spider-Girl made her presence known. "So what you're saying is that all of this is classified?" She gestured to Thor fighting the man controlling gravity. "On what opposite Day?"

"Spider-Girl." Fury looked at her. "The new vigilante who appeared last month."

Now Spider-Girl was creeped out a bit. "What's it to you?"

"SHIELD keeps an eye on anyone dangerous." Fury said.

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Thor shouted a battle cry as he slammed his hammer Mjolnir at Graviton but it was being deflected easily before he was blasted back. "Enough." Thor spun his hammer. "**THIS ENDS NOW!**"

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Hulk busted into a Diner scaring the customers away before he put Lenard down and turned towards the waitress, "Chicken Soup… Take care of him." The waitress nodded before going to work when Hulk looked at the TV to see Thor against Graviton.

"You can help." Hulk spun around to see Bruce Banner sitting in a booth.

"What do you want?" Hulk asked.

"You can make a difference you can save Thor just like you saved Sampson at the Cube." Hulk narrowed his eyes.

"Funny, I don't remember Thor coming to save me." The waitress looked over to see Hulk talking to thin air and she raised an eyebrow at that.

Bruce didn't back down, "If you help, it will help us, if you stand by other heroes, if you save lives than people will see that the Hulk isn't a monster, that you can be a force of good."

Hulk thought about that before he came to a conclusion, "If I do that than you must do something for me."

"What?" Bruce asked.

"I stay; I stay the Hulk not Banner!" Bruce looked right into Hulks eyes before he nodded accepting the deal.

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Thor was punched back while Wasp shook her head. "I can't just stand here and watch this." Wasp muttered.

"I can't either but I have no way of getting to Blackbeard over there." Spider-Girl shook her head. "Why couldn't I get an ability to fly?"

"If Thor loses he'll come into the City." Wasp looked at Fury who narrowed his eyes.

"Don't you think I know that Wasp?"

"Jan." Ant Man put a hand on Wasp's shoulder only for her to shrug it off.

"We're talking about millions of people and I'm not going to let that happen!" With that Wasp shrunk but she stopped by Spider-Girl. "Need a lift?"

Spider-Girl smiled under her mask. "It would be appreciated."

"**JAN WAIT!**" Ant Man shouted as Wasp picked Spider-Girl up and flew towards the fight.

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Graviton took control of gravity and pulled Thor forward before sucker punching him. "Can't your brutish mind understand what I'm telling you?" He snarled. "I control one of the four fundamental forces of reality! I can remove Gravities effect on you, sending you hurtling into space… Or I can increase it a thousand fold like this!"

As Graviton closed his fist Thor went hurtling into the water past Wasp and Spider-Girl. "Oh that's not good." Spider-Girl muttered as Graviton came flying towards them. "Throw me!"

Wasp spun around throwing Spider-Girl who latched a strand of webbing onto Graviton. "Wha?" Graviton asked before he was kicked by Spider-Girl.

"Hey Blackbeard if you're looking for your crew, I'm pretty sure they're out in the Ocean and not in the city." Spider-Girl quipped as she kicked off of Graviton before shooting more webs at him and pulling him to her. "But then again you Pirates all love to loot and pillage anything you can-."

"**WHAT ARE YOU BABBLING ABOUT?!**" Graviton roared as he managed to trap her in a Gravity hold but Wasp stung him causing it to break so Spider-Girl had to shoot another strand of webbing before she fell into the water.

"Do I need to speak Pirate talk to him?" Spider-Girl quipped to Wasp as they continued fighting him. '_Look at me acting like a smart ass when I'm scared out of my mind... I guess it's either this or I piss my tights._'

"It's probably the only way for him to understand." Wasp quipped back before looking at Graviton. "Ready to give up?"

But Graviton blasted them both back into the water where Spider-Girl felt her costume sticking to her. '_Spandex and water is not a good combo._' Spider-Girl thought before she heard what sounded like a jet so she looked up her eyes widening when she saw Iron Man tackling Graviton into the water. "No way."

Yeah, she was a huge Iron Man fan.

Wasp climbed on Spider-Girl's shoulder and flapped her wings until they were dry before picking Spider-Girl up and flying towards Iron Man. "Hey Janet, I knew that we travelled in the same social circle but I didn't know you had parties like this." Then Iron Man looked at Spider-Girl. "And you are?"

"S-Spider-Girl." She stuttered trying not to embarrass herself in front of her idol.

"So who was that guy?" Iron Man looked back at Wasp.

"Some crazy physicist and it's something to do with Nick Fury." Wasp answered. "Tony, am I glad to see you, I wasn't sure if you were on the West Coast or- oh no."

"What?"

"Thor." Spider-Girl explained as Wasp flew towards the water with Iron Man behind them. "Blackbeard back there knocked him into the water and he's been in there for a while."

Graviton shot out of the water gaining their attention. "_Warning._" Jarvis said to Iron Man. "_Gravitational Field around target is in flux, extreme caution in advance._"

"Jan, Spidey." Spider-Girl felt her eye twitch at the new nickname that Iron Man came up with. "The energy he's putting out is like a black hole. This guy is trouble."

"I think we already established that face when he took on Thor easily." Spider-Girl quipped before Graviton spoke up.

"You're right."

All of a sudden Iron Man shot up into the air against his will.

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"What are Graviton's upper limits?" Ant Man asked Fury as he saw Iron Man being thrown into the atmosphere.

Fury sighed. "We've been studying him for years and as far as we can tell he doesn't have any." Then he gave Ant Man a look. "What are you going to do Pym? Talk him down?"

Ant Man shook his head. "No, it's too late for that." With that being said Ant Man pressed his belt before energy surrounded him as he grew.

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Spider-Girl was getting tired as they kept their fight over the water and the wet costume was starting to weigh her down. "So why don't you be a good pirate and give up Blackbeard? I can guarantee that they don't hang for piracy anymore." His response for that was to focus gravity around her and tried to crush her like a can ignoring Wasp's attempts to sting him but Ant Man slammed both his hands around Graviton… Only he wasn't Ant Man anymore.

"Hank, you got big." Wasp was surprised as Ant Man was in his Giant Man form while Spider-Girl shot a strand of webbing to his arm before climbing up.

"Sorry about that." Spider-Girl apologized as she was getting a breather. "The webbing will dissolve in an hour."

'_It I got the formula right that is._'

Giant Man nodded before looking at Wasp. "Janet, get out of here." He told her. "I'll handle Graviton."

"What? No." Wasp shook her head. "We're in this together."

That was when Spider-Girl's spider sense went off as Graviton blasted all three of them back and Spider-Girl hit her head knocking her unconscious.

"Ugh." Spider-Girl woke up to someone shaking her shoulder and she looked over to see Wasp looking at her in concern.

"You alright?"

Spider-Girl nodded. "Yeah… Man if I knew that my first super villain fight would be this bad I probably would've stuck with only muggers."

"This is your first fight with a super villain?" Wasp asked as Spider-Girl stood up.

"Yeah."

"Huh, it doesn't show."

As Wasp said that Spider-Girl looked at her in surprise. "Really?"

By that point Giant Man woke up. "Where's Hall?"

The explosions a few streets away caught their attention so Giant Man and Wasp took off with Spider-Girl right behind. "I recommend you stay down Mortal." Thor's voice came up as they saw the destruction.

'_My God._' Spider-Girl thought in horror at seeing how many people were killed as Graviton got back up only for a stream of blue energy to blast him back into the ground as Iron Man flew back down.

"You should really listen to the man."

Giant Man stepped forward as Graviton stood up. "You're sick Franklin, you need help."

"Or possibly more zapping." Wasp had her stingers ready while Spider-Girl landed in her signature crouch.

"So are you going to be a good pirate and give up Tech?" She quipped pissing the man off a bit more.

"No… No… The Power I wield, you are nothing compared to me!" Graviton roared as he blasted all five of them into separate buildings increasing gravity to keep them in place. "I'm stronger than all of you. **I'M THE STRONGEST ONE THERE IS!**"

Another crash made Spider-Girl look up to see the Hulk landing behind Graviton. "You sure about that?" Hulk asked with a smirk before leaping and tackling Graviton into the air as the other heroes got up and took off after the two towards the storage docks.

"Is that the Hulk?" Giant Man asked in shock.

"You know anyone else who's green and half naked?" Spider-Girl asked just as shocked.

Wasp gave them a look. "Isn't he supposed to be the bad guy?"

"Anyone who is fighting Blackbeard is a good guy in my book Wasp." Spider-Girl told her as she shot a web line to help the Hulk who was pushed into the ground.

"**TAKE HIM DOWN!**" Iron Man ordered as the rest of the heroes took off but Graviton waved his hand and caused all five of them to fall to the ground unable to get up.

"Look at you fools I control one of the fundamentals of the universe itself! **I AM POWER!**" Graviton roared as he made a twister of debris fly around him.

"Can't move, can you?" Iron Man asked Thor.

Thor shook his head. "Nay, the others?"

"I can't even lift a finger." Spider-Girl told them in pain. "How do we beat him?"

As they were talking Giant Man shrunk down for some reason while the Hulk stood up against the onslaught of gravity causing Graviton to increase it but the Hulk kept walking forward.

"Nothing is that powerful." Graviton muttered feeling strain as he tried to put the Hulk down for good. "I control Gravity itself!"

Then for some odd reason Graviton cried out in pain before Spider-Girl saw ants flying around him and he stopped focusing gravity on the Hulk allowing the green goliath to jump forward slamming into him which in turn cancelled the effects of gravity that were keeping the other heroes down.

"Phew." Spider-Girl cracked her neck. "Now I know how a sardine feels when they're canned."

"**THIS ISN'T POSSIBLE!**" Graviton roared as he blasted the Hulk back before making storage containers fly at him but Wasp blasted a few while Spider-Girl webbed some out of the way.

"Y-You're helping me?" Hulk asked in shock.

"Of course green bean." Spider-Girl joked.

"Now hit him." Wasp finished making Hulk smirk as he lunged forward slamming Graviton into the ground but he managed to send Hulk back flying before Wasp came in zapping him while Spider-Girl shot webs and kicked him while dissing him.

But they both got out of the way as Iron Man flew in shooting his Unibeam at Graviton blasting him into the ground before Giant Man threw a freaking oil tanker and somehow through some miracle Graviton survived that before Thor twirled his hammer in the sky with a huge storm around him.

"**FOR MIDGARD!**" Thor declared as lightning shot down electrocuting Graviton to where he was on his knees burnt to a crisp in a huge crater while all six heroes glared at him.

"Who's strongest now?" Hulk asked rhetorically.

"Definitely not him." Spider-Girl joked.

Giant Man had a glare as he shrunk down to his normal size. "You had the power to do anything and you used it to put millions of lives at risk."

"Pretty sad." Wasp said as she zapped Graviton one last time causing him to fall over drooling.

'_W-We won?_' Spider-Girl was surprised. '_I can't believe it! WE WON… Man I am wiped._'

"Come!" Thor brought the guys into a hug while Wasp hovered over them and Spider-Girl was next to them. "Let us celebrate."

"Sounds like a great idea." Spider-Girl said before someone spoke up.

"**FREEZE!**" They all looked up to see the army.

"Really?" Spider-Girl looked at the others. "This is undeniable proof that the authorities never show up until the fighting's done." She complained.

"Step away from the Hulk! He's a fugitive from the Cube!" One of the agents ordered causing Hulk to snarl only for Iron Man to get in the way.

"You want the Hulk, you go through me." Iron Man told them shocking the Hulk. "He saved us all. He's a hero as sure as any of us."

"Stand down!" Nick Fury stepped forward. "We've got bigger problems than the Hulk. Seventy-Four Super villains are now on the loose, all over the country. Maybe even the world by now."

"How did this happen Fury?" Iron Man asked rhetorically.

"I don't know." Fury admitted. "But we can find out together. Come work for us, as SHIELD Agents we can make a real difference."

"No." Giant Man walked forward. "This is your fault isn't it? SHIELD created Graviton, whatever you had Hall doing, it changed him. You kept it under wraps and this happened."

"… Fury's right." All of the present heroes looked at Iron Man in shock.

"What?" Wasp asked with wide eyes. "You of all people are going to work for SHIELD?"

Iron Man shook his head. "No, he's right about us making a difference together. One on one we can each take down a villain or two but seventy-four? None of us can do it alone." He explained making them all agree. "Together we have a chance, what we did here we can change things. The world needs us, but not as SHIELD agents, as a team of our own. Together we can avenge all of the wrongs committed by these villains."

"We can be Avengers." Wasp said with a smile.

"Hm. Good name." Hulk said as Thor agreed with him.

"Verily."

"I'll give it a chance." Giant Man promised. "But if it's no better than SHIELD I'm out."

That was when they noticed that Spider-Girl was gone. "Uh where did she go?" Iron Man asked as they looked around while the SHIELD Agents left.

Spider-Girl left while Iron Man was giving his speech. It wasn't that he didn't give a good speech but she wasn't sure if she would be on that team if they ever found out her age.

'_One month into this business and I could be on a team._' Spider-Girl thought as she landed on the side of a building after running out of webbing before making it into the sewers going back to the Spider's Nest. '_Not just on any team but a team with Iron Man, Thor and the Hulk. These are the big league heroes… Am I good enough? They're the legends of heroes._'

Shaking her head Spider-Girl sighed when she saw that her costume was torn quite a bit before she took her mask off to show a bruised face. "Man I took quite a beating." She muttered as she sat down exhaustion taking over her. "I need to rest, but first I better make some web fluid."

**To Be Continued…**

** So what do you think? I figured this would be an interesting story to do that no one else did before.**


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